Tasly Board Strategy and ESG Committee Working Rules (revised in December 2025)
Tasly Pharmaceutical Group Co., Ltd.
Working Rules of the Board Strategy and ESG Committee
Section 1 General Principles
Article 1 In order to meet the strategic development needs of Tasly Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), enhance the company's core competitiveness, determine the company's development plan, improve the investment decision-making process, strengthen the scientific nature of decision-making, improve the efficiency of major investment decisions and the quality of decision-making, improve the corporate governance structure, and at the same time improve the company's environmental, social and governance (hereinafter referred to as "ESG") management level, and continuously enhance the company's competitiveness and sustainable development capabilities, in accordance with the "Company Law of the People's Republic of China", "Listed Company Governance Guidelines", According to the Articles of Association and other relevant provisions, the company has specially established the Strategy and ESG Committee of the Board of Directors and formulated these detailed rules.
Article 2 The Strategy and ESG Committee of the Board of Directors is a specialized working organization established by the Board of Directors in accordance with the resolution of the shareholders’ meeting. It is mainly responsible for studying and making recommendations on the company’s long-term development strategy, major investment decisions and ESG development.
Section 2 Personnel Composition
Article 3 The Strategy and ESG Committee shall consist of five to seven directors, including at least one independent director.
Article 4 The Strategy and ESG Committee is nominated by the chairman of the board, more than half of the independent directors, or more than one-third of all directors, and is elected by the board of directors.
Article 5 The Strategy and ESG Committee shall have a chairman (convener), who shall be the chairman of the company, and shall be responsible for presiding over the work of the committee. When the chairman is unable to perform his duties, he shall designate another member to perform the duties on his behalf; when the chairman fails to perform his duties and does not designate another member to perform his duties, the board of directors shall designate a member to perform the duties of the chairman.
Article 6 The term of office of the members of the Strategy and ESG Committee shall be calculated from the date the election resolution of the Board of Directors is passed. Their maximum term shall not exceed the term of the current Board of Directors. Upon expiration of the term, they may be re-elected. During this period, if any member no longer serves as a director of the company, he will automatically lose his membership qualifications, and the committee will replenish the number of members in accordance with the provisions of Articles 3 to 5 above. If a member fails to attend two consecutive meetings and does not entrust other members to attend, or if the board of directors deems it necessary to re-elect, he or she shall be replaced by the board of directors. A member may resign before the expiration of his or her term of office. A member's resignation shall be subject to a written resignation report to the Board of Directors.
Article 7 The Strategy and ESG Committee has an investment review group, with the general manager of the company as the leader and a deputy leader. At the same time, based on actual needs, an ESG management group is set up for matters related to ESG development, responsible for the specific promotion and implementation of ESG development work.
Section 3 Responsibilities and Permissions
Article 8 The main responsibilities and authorities of the Strategy and ESG Committee:
(1) Conduct research and make suggestions on the company’s long-term development strategic plan;
(2) Conduct research and make recommendations on the company’s annual business plan;
(3) Conduct research and make recommendations on major investment and financing plans that are subject to review or approval by the board of directors as stipulated in the Articles of Association;
(4) Conduct research and make recommendations on major capital operations and asset management projects that are subject to review or approval by the board of directors as stipulated in the Articles of Association;
(5) Conduct research and make suggestions on other major matters affecting the company’s development;
(6) Research the company’s ESG-related plans, goals, systems and major matters (including addressing climate change); supervise and inspect the implementation of ESG work, and provide guidance in a timely manner; identify and supervise ESG-related risks and opportunities that have a significant impact on the company’s business, and help management take appropriate response measures to ESG risks and opportunities; review and submit ESG-related reports and consulting suggestions to the board of directors;
(7) Inspect the execution or implementation of the above matters;
(8) Other matters authorized by the board of directors.
Article 9 The ESG Management Group mainly performs the following functions and provides support to the Strategy and ESG Committee:
(1) Implement the strategies and decisions of the ESG Committee, organize and arrange for relevant departments and subsidiaries to implement ESG development-related work;
(2) Manage risks and matters related to the development of ESG (including addressing climate change) during the company's daily operations;
(3) Collect, organize, and prepare information disclosure documents related to the company’s ESG report;
(4) Coordinate resources and solve cross-department collaboration and cooperation issues encountered in ESG development work;
(5) Other matters related to ESG development.
Article 10 Recommendations put forward by the Strategy and ESG Committee of the Board of Directors shall be discussed and approved by the Board of Directors and, if necessary, shall be submitted to the shareholders' meeting for review and approval before implementation. The Strategy and ESG Committee is responsible to the Board of Directors, and the committee’s proposals are submitted to the Board of Directors for consideration, decision or approval.
Section 4 Decision-making Procedure
Article 11 The investment review team is responsible for the preliminary preparations for the decision-making of the strategy and ESG committee, and provides relevant information about the company:
(1) The person in charge of the relevant department of the company or the holding (shareholding) company shall report the intentions of major investment and financing, capital operations, asset management projects, preliminary feasibility reports, and basic information of the partners;
(2) The investment review team will conduct a preliminary review, issue a project proposal, and submit it to the Strategy and ESG Committee for record;
(3) Relevant departments of the company or holding (shareholding) enterprises negotiate external agreements, contracts, charters, feasibility reports, etc. and submit them to the investment review team;
(4) The investment review team will conduct the review, issue a written opinion, and submit a formal proposal to the Strategy and ESG Committee.
Article 12 The Strategy and ESG Committee shall convene a meeting to discuss based on the proposal of the Investment Review Group, submit the results of the discussion to the Board of Directors, and provide feedback to the Investment Review Group.
Section 5 Rules of Procedure
Article 13 The Strategy and ESG Committee shall be convened and chaired by the chairman of the committee. All members shall be notified of the meeting contents and relevant materials and information shall be provided three days before the meeting. If the situation is urgent and a meeting needs to be held as soon as possible, the meeting notice may be issued at any time by phone or other means, and is not subject to the notice period limit in the preceding paragraph.
Article 14 Notice of meeting of Strategy and ESG Committee includes the following contents:
(1) Meeting date and location;
(2) Meeting period;
(3) Reasons and issues;
(4) Date of issuance of notice.
Meeting notices may be sent by phone, fax, email or other methods.
Article 15 A meeting of the Strategy and ESG Committee must be attended by more than two-thirds of the members. Members should attend Strategy and ESG Committee meetings in person and express clear opinions on matters under consideration. If you are unable to attend the meeting in person for some reason, you should review the meeting materials in advance, formulate clear opinions, record the opinions in the power of attorney, and authorize other committee members in writing to attend on your behalf.
Each member of the Strategy and ESG Committee may be delegated by at most one committee member. If an independent director member is unable to attend the meeting for any reason, he or she shall entrust another independent director member of the Strategy and ESG Committee to attend the meeting on his or her behalf.
Article 16 The meeting of the Strategy and ESG Committee shall in principle be held in the form of an on-site meeting. On the premise of ensuring that all participating members can fully communicate and express their opinions, it may be held by video, telephone, fax, email voting or other methods when necessary.
Article 17 If you entrust other members to attend meetings and exercise voting rights on your behalf, you must submit a power of attorney. The power of attorney should be signed by the principal and state the name of the agent, matters of agency, scope of authorization and validity period.
Article 18 If a member neither attends the meeting in person nor entrusts another member to attend the meeting on his behalf, he shall be deemed to have given up his right to vote at the meeting.
Article 19 The meeting of the Strategy and ESG Committee shall be chaired by the chairman. If the chairman is unable or refuses to perform his duties, a majority of the members of the Strategy and ESG Committee shall jointly elect a member to preside over the meeting.
Article 20 Each member has one vote, and resolutions made at the meeting must be approved by more than half of the members of the Strategy and ESG Committee.
Article 21 The voting method for Strategy and ESG Committee meetings shall be written voting.
Article 22 The leader and deputy leader of the investment review team may attend meetings of the strategy and ESG committee as non-voting participants, and may also invite company directors and other senior managers to attend meetings if necessary.
Article 23 If necessary, the Strategy and ESG Committee may hire an intermediary to provide professional advice for its decision-making, and the fees shall be paid by the company.
Article 24: When the Strategy and ESG Committee meets to discuss issues of interest to a member, the member shall recuse himself from voting on such issues, and the number of votes he represents shall not be counted in the total number of valid votes.
The meeting minutes and resolutions of the Strategy and ESG Committee should indicate that interested members were not included in the quorum and did not participate in voting.
If effective deliberation opinions cannot be formed due to avoidance, relevant matters shall be submitted to the board of directors for deliberation.
Article 25 The convening procedures, voting methods and resolutions passed at the meeting of the Strategy and ESG Committee must comply with the provisions of relevant laws, regulations, company articles of association and these Measures.
Article 26 The meeting of the Strategy and ESG Committee shall be recorded. Members attending the meeting shall sign the meeting minutes, and the meeting minutes shall be kept by the secretary of the company’s board of directors.
Article 27 The meeting minutes of the Strategy and ESG Committee include the following contents:
(1) The date, place and name of the convener of the meeting;
(2) Names of attending members;
(3) Meeting agenda;
(4) Key points of the committee member’s speech;
(5) The voting method and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention).
Article 28 The resolutions and voting results passed by the Strategy and ESG Committee meeting shall be submitted in writing to the company’s board of directors.
Article 29 All members attending the meeting have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Section 6 Supplementary Provisions
Article 30 These implementation rules shall be implemented from the date of adoption of the resolution of the board of directors.
Article 31 Matters not covered in these implementation rules shall be implemented in accordance with the relevant national laws, regulations and the company's articles of association; if these detailed rules conflict with laws and regulations promulgated by the country in the future or the company's articles of association after legal procedures have been modified, they shall be implemented in accordance with the relevant national laws, regulations and the company's articles of association, and shall be reported to the board of directors for review.
Article 32 The right to interpret these rules belongs to the company’s board of directors.